Fund Board Minutes and Meeting Practice in the Cayman Islands

Cayman fund board meetings are where the operators of a fund exercise, and evidence, their oversight. The Companies Act (As Revised) requires minutes of all directors' resolutions and proceedings to be kept in writing, and CIMA's corporate governance guidance expects the board of a regulated fund to meet at least once a year and to keep a full, accurate and clear record of its meetings and determinations.

Key takeaways

• Section 73 of the Companies Act requires every company to keep written minutes of all resolutions and proceedings of its directors, whether at meetings or otherwise.
• CIMA's Statement of Guidance on corporate governance applies to regulated mutual funds and registered private funds and expects their operators to convene at least once a year.
• The guidance lists what the record should contain: the agenda and circulated papers, attendees and how they attended, matters considered and decisions, information from service providers, and a declaration of conflicts.
• Conflicts relevant to a decision should be recorded in the minutes, and all conflicts disclosed at least annually.
• Concerns raised by the board, and the corrective action taken, should be documented.

What the law requires and what CIMA expects

The statutory starting point is section 73 of the Companies Act (2025 Revision). Every company must cause minutes of all resolutions and proceedings of its members and of its directors or managers, whether at meetings or otherwise, to be duly kept in writing. A minute signed by the chairperson of the meeting, or of the next meeting, is received as evidence of the proceedings, and until the contrary is proved the meeting is deemed duly held and its resolutions duly passed.

Table A, the model articles in Schedule 1 to the Act, adds that the directors shall cause minutes to be made of appointments of officers, of the directors present at each meeting, and of all resolutions and proceedings. Table A applies only so far as a company's articles do not exclude or modify it, and most funds have bespoke articles, so the fund's own articles are the first document to check for quorum, notice, chairing, written resolutions and meetings by telephone or video.

The regulatory layer is CIMA's Statement of Guidance on Corporate Governance for Mutual Funds and Private Funds (April 2023). It applies to regulated mutual funds licensed, administered or registered under the Mutual Funds Act and to private funds registered under the Private Funds Act. It is guidance rather than a rule, but CIMA describes it as setting out minimum expectations for sound and prudent governance. For an exempted limited partnership the general partner is the operator, so meetings and minutes are held at general partner level. Our board support and company secretary service covers each of these vehicles.

How often a fund board should meet

The guidance states that operators should convene at least once a year, and more frequently where the fund's size, complexity, structure, nature of business and risk profile make that necessary. Operators should request the attendance of service providers at meetings where necessary.

In practice, many fund boards meet quarterly, with additional meetings when events require a decision: a suspension or gating of redemptions, a valuation issue, a change of service provider, a restructuring or a wind-down. The frequency chosen should be one the board can justify against the fund's risk profile. Our overview of CIMA's governance guidance for fund boards sets out the wider duties these meetings support.

Preparing the board pack

The guidance expects operators to require regular reporting from the investment manager and other service providers so that they can make informed decisions. It also expects them to monitor the manager's compliance with the investment strategy and restrictions, keep informed of the fund's activities, performance and financial position, review and approve financial results and audited financial statements, and monitor the net asset value policy and its application.

A typical quarterly pack, as a matter of practice, includes:

• the investment manager's report on performance, portfolio, liquidity and compliance with investment restrictions;
• the administrator's report on net asset value, subscriptions and redemptions, and any pricing exceptions;
• the AML officers' reporting: CIMA's compliance programme rule requires the AMLCO to keep the governing body informed of the programme's operation and to provide periodic reports at least annually;
• audit status and any matters raised by the auditor;
• a regulatory calendar covering CIMA, FATCA and CRS filings;
• service provider oversight, including any due diligence reviews; and
• the conflicts register and any new disclosures.

Valuation is a recurring agenda item for most boards, and the approach is set out in our article on board oversight of valuation policies.

What the minutes should record

Under the guidance, the operators are responsible for ensuring that a full, accurate and clear written record is kept. That record should include:

• the agenda items and circulated documents;
• a list of attendees and whether each attended in person or by telephone or video conference;
• the matters considered and the decisions made;
• the information requested from, and provided by, service providers and advisers; and
• a declaration of conflicts of interest.

Two further points come from elsewhere in the guidance. Disclosed conflicts relevant to a matter being decided should be recorded in the minutes, with all conflicts disclosed at least annually. Where issues are raised, the operators should make relevant enquiries, be satisfied that an appropriate and timely course of action is being taken, and document the concerns and the corrective action.

Good minuting practice

Minutes are not a transcript. They should show that the board received the right information, asked questions, understood the answers and reached a reasoned decision. Useful habits include recording the key questions put to service providers, noting where a director dissented or abstained, listing actions with an owner and a date, and confirming at the next meeting that those actions were completed. Material papers should be retained with the minutes so that the record can be understood later without the people who were present.

Written resolutions and decisions between meetings

Section 73 covers resolutions of directors "whether at meetings or otherwise", so written resolutions form part of the statutory record and should be kept in the minute book alongside meeting minutes. The fund's articles set the procedure, including who must sign and whether signatures may be electronic. A written resolution should still show the information the directors relied on, and any conflicts declared, so that the record meets the same standard as a minuted meeting.

Decisions that recur, such as approving the audited financial statements or appointing a service provider, are often taken by written resolution with the supporting papers annexed. Our article on Cayman fund audit requirements covers the audit timetable that drives one of those decisions.

Keeping and producing the records

The guidance also expects operators to deal with CIMA transparently and to disclose any matter that could materially and adversely affect the fund's financial soundness, and any non-compliance with applicable law or regulatory measures. Minutes are often the first evidence CIMA, auditors and investors ask for when they test how the board handled such a matter, so the minute book should be complete, signed and retrievable.

Good record-keeping also matters when the fund changes provider, restructures or closes. Minute books, registers and written resolutions form part of the statutory records described in our guide to Cayman company statutory filings and records.

Frequently asked questions

How often must a Cayman fund board meet?

CIMA's guidance expects the operators of a regulated fund to convene at least once a year, and more often where the fund's size, complexity or risk profile requires it. The Companies Act does not set a meeting frequency for directors.

Can a fund board meet by video conference?

The guidance contemplates attendance by telephone or video conference and asks that the mode of attendance be recorded. Whether a meeting may be held that way, and how a quorum is counted, depends on the fund's articles.

Who signs the board minutes?

Under section 73(2), a minute signed by the chairperson of the meeting, or by the chairperson of the next meeting, is received as evidence of the proceedings. The articles may add their own requirements.

Does the guidance apply to private funds?

Yes. The Statement of Guidance applies to private funds registered under section 6 of the Private Funds Act as well as to regulated mutual funds.

Where Bell Rock fits

Bell Rock Group Financial Services Limited is licensed by CIMA as a Company Manager under the Companies Management Act (As Revised), Licence No. 633916. As company secretary, Bell Rock coordinates meeting schedules, agendas and board packs, prepares minutes and written resolutions, and maintains the minute books and statutory registers. Directors appointed through Bell Rock act in their personal capacity and remain responsible for their own decisions.

Related reading

• Cayman fund directors: duties and appointment criteria
• Master-feeder funds: structure and governance
• Governance priorities for crypto fund boards
• Independent Directors: What Allocators Expect from Cayman Fund Boards
• Changing Directors of a CIMA-Regulated Fund: Filings and Timing
• Side Pockets in Cayman Hedge Funds: Governance and Investor Treatment

Bell Rock supports fund boards through its board support and company secretary service.